Worthy
by ShadowintheKnight
Summary: Tony goads his employee to lift Thor's hammer when he tricks Peter into crashing the party. Little did they know, this would bind them all together. Spoilers: AOU and The Amazing Spiderman (1&2)\
1. Chapter 1

**Hey guys I'm sorry for my lack of updating on my other story, but I'm having serious writer's block and it's quite frustrating. This idea came into my mind and so I've decided to write this one shot to get the creative juices flowing. Maybe by writing something else I'll get back into the writer mojo and find inspiration for the next chapter of You May have Saved Me. I hope you guys enjoy this little fanfic :)**

 **Disclaimer: I don't own the Avengers or Spider-man no matter how many times I wish it so.**

 **~ShadowintheKnight**

 **The first basically just follows the script until after Cap lifts the hammer (so definitely do not own)- after, that's when my twist comes in haha :)**

* * *

"Whatever man, it's a trick." Clint said, twirling a drumstick.

Thor laughs and invites him to try, "Please be my guest."

"Really?" Clint asks as he walks up to the hammer, determined.

"Clint, you've had a tough week. We won't hold it against you if you can't get it up." Tony jests and the others jeer.

"You know I've seen this before right?" Clint tells Thor right before he tries to lift the hammer and can't, but just laughs it off and praises Thor. He challenges Tony when he laughs, who steps right up, since he doesn't step down from an honest challenge.

"It's physics. If I lift it, do I get to rule Asgard?"

"Yes, of course." Thor replied, sounding confident because he knew Tony wouldn't be able to lift Mjolnir.

"I will be fair, but firmly cruel." Tony haughtily replies.

"No, I'm sure."

No surprise to Thor, Tony can't lift the hammer. Tony goes to get the glove of his suit, which doesn't do anything to help at all. When Iron Patriot comes to help nothing changes.

"Are you even pulling?" Rhodes asked Tony when the two of them couldn't lift it.

"Are you on my team?"

"Just represent, pull."

"Alright, let's go."

Thor just laughed at their futile attempts.

Bruce made a joke out of it and pretended to scare everyone by fake hulking out. Everyone just looked at him and he slowly lowered his hands.

Steve walked up to the hammer, rolling up his sleeves.

Thor's smile vanished from his face when the hammer moved a little, but it came back, albeit a little troubled looking, when Steve couldn't in the end.

' _Sir, Parker has entered the building and is heading to his lab now.'_ Jarvis informed Tony.

"Parker?" Natasha raised an eyebrow.

"Peter Parker. Smart kid. He's been working for me about six months now. He reminds me of myself at that age." Tony laughed thinking about the similarities he and Peter possessed. "Jarvis, bring him here. You guys will love him."

"Do you think that's a good idea Tony? I mean…" Bruce sounded unsure as he gestured to him and the others in the room.

The elevator dinged signaling its arrival.

"Well too late now." Tony said with a smile on his face.

* * *

Peter walked out of the elevator with his head down looking at some new models for his web shooters. He often came to the tower at night to work; Tony had given him a badge that let him in at all hours of the day.

Tony laughed as he saw Peter get off the elevator looking down, oblivious to his surroundings.

"Whatcha looking at kid?"

Peter jumped and had to resist sticking the ceiling and hanging like a spider. He looked around and noticed for the first time that he was definitely not in his lab.

"Uh… I'm sorry Tony. I told Jarvis to take me to the lab, I don't know why he…" Peter stopped and looked Tony right in the eye and saw a twinkle there. Tony had done this, of course.

"Surprise! You're just in time! We're seeing if anyone can lift Thor's hammer. Come give it a try." Tony goaded Peter as he beckoned him over.

"I don't want to intrude. It looks like you're trying to have a relaxing time with some friends. I'm sure you don't want some twenty year old kid crashing." Peter said as he backpedaled to the elevator.

"Nonsense good friend! Join the fun and try to lift Mjlonir!" Thor said enthusiastically with a smile on his face.

"I uh…." Peter was at a loss as to what to do.

"Just humor the guy will you." Natasha said with an encouraging smile.

Peter looked around nervously, but saw smiles on on everyone's face so he stepped up.

"So what you just want me to lift the hammer? What exactly is this going to do?" Peter asked, confused as to why they were all eager for him to try.

Peter grasped the handle of the hammer and prepared for it to be heavy. He was not expecting the hammer to feel so light as he slowly lifted the hammer up.

"Okay I lifted the hammer up, is there anything else you wanted me to do for no reason before I go to the lab?" Peter didn't mean to sound snooty, but he was a little annoyed that there was this build up and in the end it was just a joke.

Peter looked up when he had not gotten a reply and found everyone in the room staring at him with their jaws to the floor.

"Uh… Is something wrong?" Peter began to worry and set the hammer down.

"You lifted the hammer…" Tony sounded awestruck.

"Yeah, you asked me to…" Peter still didn't understand.

"Whosoever holds this hammer, if he be worthy, shall possess the power of Thor." Bruce said, looking at Peter in a new light.

"I've never seen anyone lift this other than myself. My father will most certainly be shocked to hear that there is a mortal worthy of my power." Thor mused, trying to hide how scared he was at learning there was someone else worthy of his power.

"Oh I... uh... I'm sorry." Peter wasn't really sure how he should react in this situation. It's not everyday that you're told you are worthy to possess the power of Thor, a god. "I'm sure it made a mistake."

"Why doubt yourself?" Bruce asked, smiling because that comment just made Peter even more worthy in his eyes.

Natasha smiled a shook her head and whispered to herself, "Of course someone who can lift Thor's hammer is somehow connected to us."

Peter just looked at the ground, blushing, in response to Bruce's question. He certainly wasn't worthy. He let two of the most important people in his life die, how does that amount to him be worthy of the power of Thor. He can't even protect those close to him.

"I've made mistakes, big ones at that, and those make me unworthy." Peter said, so sure.

"Kid, everyone makes mistakes, it's human nature to." Clint piped up from sitting on the floor.

"Not when you're mistakes cost people their lives." Peter said solemnly.

"Look you know I'm not the comforting type…" Tony started.

"Ain't that the truth." Steve said which made him receive a glare.

"As I was saying, I'm not the comforting type, but I know you and you're a good kid. I'm sure that there was nothing you could do. It is not your fault that people died kid, you're only human. As long as you know that you tried your hardest and gave it your all, then you have succeeded. I'm sure those who died don't blame you at all." Tony consoled Peter and shocked everyone with his sentimental words.

Before Pepper could comment about the beautiful words spoken by Tony there was a blast from the wall.

"Wasn't that cute." Came an eerie voice from the destroyed body of a robot.

* * *

 **Well I hope you guys liked this! It has been in my mind for some time now. I think since I have gotten this idea down I can finally focus my attention back on my other story and try to complete it :)**

 **~ShadowintheKnight**


	2. Chapter 2

**Okay so I left it open at the end even though I called this a one shot because I actually really do want to carry on with this idea. I was just hoping that if I made it a one shot that I would get some writing done for my other fanfic, which I did get another chapter posted for, but I'm losing it :/ I don't really like the chapter I posted for that and I think doing another chapter for this will make me feel better :) I hope you guys enjoy!**

 **~Also this chapter will follow the script up to a point and then I'm taking liberty :P**

 **-ShadowintheKnight**

 **P.S for those who liked it as just a one shot you don't have to read the rest! :) Whatever will make you like it the best!**

 **P.S.S. Also as stated in the synopsis: SPOILERS**

 **So if you haven't seen AOU then you probably shouldn't read!**

* * *

"But, now how could any of you be worthy? You're all killers, even you, Peter." Ultron said in his creepy, detached voice.

"Stark." Steve strained as he looked weary and motioned for Peter to get behind him. He was not about to put a young man in danger. Peter narrowed his eyes at the thing.

"Jarvis." Tony said, in hopes of figuring out how this thing got in the tower.

"I'm sorry I was asleep or I was a dream..." Ulton trailed off.

"Reboot-" The rest of Tony's mumbles were clouded by Ultron's resonating voice.

"There was this terrible noise and I was tangled and strings. I had to kill the other guy; he was a good guy." Ultron droned on.

"You killed someone?" Cap. asked, eyebrows still raised, unsure of what they were facing. He made sure Peter was still behind him and motioned for Thor to get closer to them as well.

"Wouldn't have been my first call, but down in the real world were faced with ugly choices."

"Who sent you?" Thor asked, wanting to know the meaning behind this.

Tony's voice starts playing: ' _I see a suit of armor around the whole world…'_

"Ultron," Bruce breathed heavily while looking towards Tony.

"In the flesh or no, not yet, not this Christmas, but I'm ready. I'm on mission." Ultron said as some of them started preparing for a fight. Steve glanced at Peter behind him and was shocked to see he didn't looked scared. He actually looked like he was going to join the fight, if there was one.

"What mission?" Natasha asked sounding weary.

"Peace in our time." Ultron said and just as two more robots came barrelling through the wall behind him.

Everyone ducked as Steve kicked the table up at them, but was blasted back from the force and he felt Peter beneath him as he landed.

"Shit, I'm sorry son." Steve said as he quickly got up and helped Peter to his feet with all the chaos around them. "Stay close." He scanned the room and saw Thor throwing his hammer here and there while Natasha was wrapping her legs around one of the robot's throat. Before he could check on the others he heard Clint call his name and he saw his shield speeding towards him, which he easily caught and propelled toward an oncoming robot, who immediately crumbled.

There was a lull in the fighting as Ultron addressed them, "That was dramatic. I'm sorry I know you mean well, you just didn't think this through. You want to protect the world, but you don't want it to change... How is humanity saved if its not allowed to evolve. Look at these, these puppets," Ultron said as he picked up a defeated robot. "There is only one path to peace, The Avengers extinction and that little Spider." Ultron said looking at Peter, although no one picked up on that, too focused on the menacing robot.

Ultron wasn't able to say anything else as Thor threw his hammer at him and destroyed the robot. His hammer immediately returned to his hands.

They thought it was over, but they all heard, "I had strings, but now I'm free," as the robot seemed to shut down.

Everyone looked around at the destruction in a daze, unsure of how to proceed.

"I'm sorry you were here for this son." Steve said, gravely.

"Well better here than in the labs. Who knows what would've happened if I was down there alone." Peter shrugged, but winced when he felt pain flare up in his arm.

"Are you okay? Let me look at your arm." Steve said, noticing the wince.

Peter silently handed Steve his arm trying to mask the look of pain on his face at the sudden movement; he didn't want to appear weak in front of the heros.

Bruce silently came over and helped Steve check out Peter's arm and he declared that Peter was going to need stitches.

"Stitches seem really unnecessary to me." Peter tried to inch his arm back, but Steve held on a little tighter. Peter knew it would be unnecessary due to the fact that he healed faster and judging by the look of the cut it would be healed in a few hours.

"Son, I trust Banner, and if he says you need stitches you're getting stitches." Steve's tone left no room for argument.

Peter sighed and nodded, knowing that they wouldn't let him leave without them. As Bruce and Steve ushered him into the next room he could hear Thor and Tony's voices getting louder. Thor was literally breathing down Tony's neck. He could see Natasha and Clint placing themselves between the two before the sight vanished and he was sitting on a chair, waiting.

"I'm sorry you had to be here for this." Bruce said quietly as he got the materials he needed.

"No need to apologize. It was my fault I was here in the first place." Peter responded casually.

"You seem to be taking this rather well for someone who just witnessed what went down." Steve noted.

Peter shrugged, "After the alien invasion, nothing seems crazy anymore."

"I can't argue with that son. How'd you start working with Tony? We were all a little surprised when Jarvis announced your arrival." Steve inquired.

"My Aunt actually took me on a tour of Stark Tower- uh I mean Avengers tower-" Steve waved off his slip-up. "I- I didn't even know that taking a tour was actually a thing, but I was so happy when my Aunt told me. I managed to, and don't tell Tony this, but I managed to get Jarvis to take me to one of the labs."

"He listened?" Bruce sounded impressed as he continued to focus on Peter's arm.

"It took some convincing, but the next thing I knew I was in the lab correcting Tony."

"Wait, you corrected him?" Steve had to put a hand over his mouth when he thought about Tony be told he was wrong by a kid.

"I didn't mean to make him angry like that, but after that he offered me a job. He actually told me to quit school and work here for the rest of my life, but Aunt May was having none of that." Peter smiled as he thought about Aunt May hitting Tony Stark with a rolled-up newspaper.

"Okay, all done." Bruce announced, which surprised Peter because he didn't eve feel anything.

"Well you work fast. Thank you."

"No problem. I would say stop by to let me take them out, but after what went down I don't know what's going to happen." Bruce said apologetically.

"That reminds me, we need to track down Spider-man. Ultron put a target on his back as well." Steve noted as they made their way back to the others who seem to have quelled the situation between Tony and Thor. Although, Thor did not seem happy.

"I can help with that." Peter offered.

* * *

 **Let me know what you think! :) I hope I didn't ruin it for some~ I may delete it and go a different route I'm not sure yet-**

 **I've just been so indecisive recently :/**

 **-ShadowintheKnight**


	3. Chapter 3

**Hey guys sorry for the wait. I've been figuring stuff out for my other story which I think I may rewrite the last few chapters because I don't like where its going BUT this story makes me excited so I'm updating this one :P**

 **Hopefully I can keep you guys interested :P So let me know if you don't like something (and if I get a lot of people saying they don't like the same thing then I may change it) I want to make this my best story as of now :)**

 **-ShadowintheKnight**

* * *

"So let me get this straight. You take pictures of Spider-man for the Daily Bugle?" Natasha wasn't used to being surprised this much in one day, hell one year. First, Peter could lift the hammer and now he has an in with Spider-man. It was almost too good to be true.

"Yeah. My Aunt May, although she tries to deny it, is having a hard time paying the bills since my Uncle died so I got a job to pitch in. I was the photographer for my high school so I figured why not make a job out of it. Spidey has actually talked to me a few times so I could try and talk to him for you guys and set up something. I obviously don't do it as much since Tony hired me, but I like to submit occasionally to keep in touch with photography."

"That would be much appreciated young assistant!" Thor bellowed, stuffing his face with pop-tarts.

"I'm not…"

"Don't try and explain it to him, we could be here for an hour." Steve pinched the bridge of his nose recollecting other times they had to explain things to Thor, especially the toaster.

"Okay… But yeah, I could try and go out and take some picture and hopefully he'll have time for a chat. He's only talked to me a few times so I can't guarantee anything, but it's worth a shot." Peter said, already knowing that he would be meeting with the Avengers later, just not as Peter.

"We could always tag along. Maybe seeing you with the Avengers…"

"I don't think he would. That would probably tip him off and if he isn't on board with the idea there would be no way for me to try and convince him if he sees me with you guys. Uh... no offense Dr. Banner." Peter reasoned.

"I do hope the Man of Siders joins us! He would be of most valuable to the team!" Thor bellowed and noticed he was out of pop-tarts and went to the kitchen for more.

"I think we can all agree on that." Tony smiled, thinking how cool it would be to have Spidey on their team and glad that Thor seemed to be in a better mood.

Peter felt guilty standing there, hearing them talk about him, well Spidey him. _Should he tell them? Would that be better? Did that Ultron fellow already know he was Spider-man? What if they found out later and hated him for not telling them now?_

So many thoughts going through Peter's head he missed what was going on around him and noticed it was quiet. He looked up and saw everyone staring at him.

"Uh what?" Peter nervously ran a hand through his hair.

Tony chuckled a bit, "Go home kid. I know how to get in touch with you. You look tired. Also works probably going to be disbanded for a bit because of this fiasco. I don't want to endanger you, so no coming to the tower for the time being."

After hearing Tony say that, he could feel how tired he was and actually yawned for that matter.

"Yeah I guess I am. It'll be hard to stay away, but I understand." Peter chuckled as he rubbed his eyes.

"How'd you get here?" Steve asked, prepared to offer Peter a ride home.

"I've got my skateboard so I'm good." Peter shrugged.

"No." Both Clint and Natasha declared at the same time, which Peter found a little creepy.

"I'll drive you home. It's pretty late and I don't even like the fact that you rode that here." Bruce offered, knowing that Steve was going to. He wasn't about to let Steve drive since he was going to have to talk to Fury about this tomorrow morning for sure.

"I.. uh I don't want to make you do that." Peter really did appreciate the offer, but he didn't want to be a burden on them.

"Well it's not an offer, it's happening so deal with it." Clint said as he started cleaning up the mess made in the tower.

"Leave that for morning. We've all had a stressful night." Tony said, although having no intention of going to bed any time soon. He was pretty sure the other guy Ultron was talking about was Jarvis.

Bruce and Natasha gave him knowing looks, probably having pieced together what he had about Jarvis.

"Well, come on Peter. You need rest as well and later just try to contact me and I can take the stitches out when they're ready. Hopefully it won't be so chaotic." Bruce ushered Peter towards the stairs, since the elevator was destroyed on this level.

Peter waved to everyone before leaving with Bruce.

* * *

"When do you think they will be ready to be taken out? I want to make sure my Aunt doesn't see, otherwise she'll worry. She doesn't need anything else to worry about." Peter sighed, thinking about all the trouble and worry he caused Aunt May.

"I don't advise keeping this a secret, but I can understand why you'd want to. I would say about two weeks, three tops, since it wasn't too bad. But since you don't plan to tell your guardian, please call me if you think it's infected or something's not right." Bruce gave Peter a look which stated there was no room for argument.

The drive was relatively quiet and Peter was just thinking about the best way to take out the stitches since he could feel that the wound had practically healed already.

"So, hypothetically, if a person was to take out stitches by themselves, how would they go about it?" Peter asked, since he didn't want to mess this up.

Bruce gave him a look like he really wanted to lecture Peter but he sighed, "Hypothetically this shouldn't be happening. This person, who I'm assuming isn't you, should contact a professional, someone like me, to help them." Bruce paused and saw Peter's calculating look and figured the kid would try and do it anyways so he might as well make sure he does it right. "But, if for some reason, this person couldn't reach someone, they should get a very thin needle and a small pair of scissors. With the needle they should lift the knot tied at the end gently and cut it just as carefully. Then from there it's easy, but they should still go slowly and take out the stitches."

"Hmmm, I think I get it. Thanks Bruce." Peter smiled and couldn't hold back another yawn.

"I'm not happy about this since I'm assuming you're going to take out your own stitches, but please be careful. I can't stress that enough. And well here we are."

"What?" Peter was confused because he hadn't remembered telling Bruce where he lived, and he realized he didn't give any directions throughout. "How…"

"Tony."

"Makes sense. Well, I'll be seeing you around Doctor and let everyone know I'll try and get in contact with Spider-man as soon as possible."

"Much appreciated Peter." Bruce waved to Peter before he closed his front door completely and deflated as soon as he was alone. He was nervous for what was about to come.

* * *

 **I hope you guys liked this chapter! :) I enjoyed writing it~~~ Although I totally just made up something about taking out stitches because I don't have experience in that, but I just wrote something that seemed plausible to me haha feel free to correct me if you know :P**

 **Let me know what you guys think! I'll try and update soon!**

 **~ShadowintheKnight**


	4. Chapter 4

**Thank you all to who have read and reviewed! I appreciate it a lot and I'm sorry. I do read all the reviews, but I'm bad at responding. I want to let you all know I value your opinion so I'm going to set aside time to respond to all reviews. I just want to express to you how much I like hearing your thoughts on my story. To all guest who reply, I value yours as well and if I could respond I would, but just know that I read them. All of you guys make me smile so thank you! :)**

 **-ShadowintheKnight**

 **P.S Sorry for the really late update- I've been so busy with all of my classes and I've been sick for three weeks now and it's just :(**

 **Also I've been really invested in my story that I have been writing for my Creative Writing class- Sorry getting personal here but I really wish to become a novelist when I'm older and so writing manuscripts for my class is really important to me and I really want this idea I have to take off :)**

* * *

"Is it what I suspected?" Bruce asked as soon as he entered the lab after getting back from dropping off Peter.

"Yeah, Jarvis is… I don't understand how this happened. This wasn't supposed to happen." Tony sighed as he wiped his eyes, stopping the tear that was about to fall.

"We'll figure it out. I promise. I know how much Jarvis means to you." Bruce looked down in sympathy for Tony's loss.

"Much appreciated." Tony didn't look up from his computer; only thoughts of Jarvis present in his mind.

Tony and Bruce respectively worked at their own stations trying to figure out the logistics of how Jarvis could just be this mass of disembodied strings. Bruce, every now and again, looked over at Tony in worry. He knew Tony wouldn't be getting any sleep.

* * *

"How did this happen soldier?" Fury asked, frustrated.

"I'll have to talk to Tony, but from what I gathered there's a new A.I out there more powerful than Jarvis. He's intent on taking us down sir." Cap. reported.

"Dammit Stark." Fury cursed. "I want this situation under control asap!"

"Understood sir," Steve nodded his head before he exited. They certainly had their work cut out for them.

* * *

"Shit," Peter cursed for the tenth time as he attempted to take out his stitches, which was proving to be harder than he anticipated. He was halfway through when he couldn't find the end of the thread, having broken off. He tried taking it from the other end, which proved not to be the best idea.

Peter ripped the rest of the stitches out knowing it was going to hurt, but he knew he'd heal before he saw the Avengers again. He couldn't help but let out a little grunt and watched the wound as it started bleeding again. He watched as the thick red liquid ran down his arm thinking about the possibility of more to come. Ultron could paint the world in red for all he knew.

Peter looked across the room at his suit, knowing he'd be willing to do anything to protect innocent people. People who don't deserve to die. He's already messed up, but he's going to fight harder than he ever has.

No more death.

* * *

Clint and Natasha shared weary glances as they checked their weapons for the tenth time; standard protocol. Neither knew what was about to come, but they certainly didn't feel good about it. Too many unknown factors.

"I don't see this ending well." Clint sighed, feeling the spot in his stomach grow. Something was going to go wrong, he knew it.

"I have the same feeling." Natasha shook her head, death looming in her thoughts. She won't allow it. No one was going to die on her watch.

* * *

Thor sat in silence. His comrades could really unnerve him sometimes. Why did they insist on wanting all of this power. How could they do something like this.

He knew he couldn't keep thinking like this because they all had to fight together. As a team they could do this. It may be hard, but harmony is the key.

* * *

Tony arrived to the common room last, having called everyone there with news about Spider-man.

"Peter get in touch with him?" Bruce asked.

"Yeah he was able to convince him of the magnitude at hand and Spidey's coming tonight." Tony informed the rest, relieved that Peter was able to come through.

"Or she." Natasha stated as she inspected her nails, probably making sure they were sharp enough to slice someone's neck if she wanted.

"True, although very unfortunate if so because she would be very flat chested." One guess needed to figure out who that was.

"Can we not talk about chests." Steve blushed a bit.

"Oh come on Cap. you've come so far. Don't let something like breasts take you down." Clint fake fainted, bringing a hand up to his forehead.

"I just don't think that we should be talking about a woman's breasts. I respect them."

"Fair enough. Sorry Cap." Tony apologizing was rare. This just reminded everyone how grave the situation was. "I wish Spidey would get here soon."

Peter flipped through the air loving the rush it gave him. He could forget for a moment that he was going to meet the Avengers about Ultron; who surely will bring a lot of destruction.

His face turned serious as he saw Avengers tower looming in the distance, growing bigger as he approached. He landed on the outside patio and could see all the avengers lounging on the big sofa that just yesterday was littered with destruction. Tony sure could afford fast workers if this was the same living room he was in yesterday, the one he saw get destroyed.

He knocked on the doors and waved as everyone turned to look at them and then he remembered they didn't know he was Spider-man. Oh well.

"Welcome to my luxurious home" Tony greeted him, trying to keep it light since he knew things would turn later.

"Thank you good sir." Peter decided to play along, also aware of what was to come.

* * *

 **Honestly probably one of the worst chapters I've written and I'm sorry for that. I just want you guys to know that I'm not giving up on this story no matter how long it takes me to update. I do hope you like this :)**

 **-ShadowintheKnight**


	5. Chapter 5

**I've just finished up my sophomore year of college so I'm super pumped. The end of the semester just got really hectic so I didn't have a lot of time to write more which I apologize for. I also have to make good on my promise of responding to your guys reviews, which again I really appreciate. I'm just going to get into it now so I hope you guys enjoy :)**

* * *

"So, Peter only told me some of the basics. An A.I. that has more power than anticipated is free and wants to destroy you guys. And apparently me as well." Spidey actually knew everything, having been there and all, but identity at risk so.

"Yeah basically. Ultron was designed to be a peacekeeping program created by the help of Loki's sceptor-" Before Tony could continue Spider-man interrupted him.

"Hold on. You're telling me that you took power from Loki's sceptor to create this being/ thing or whatever." Peter pinches the bridge of his nose. "Nothing involving with that thing goes well. From what I've read the whole reason the portal was opened during the attack on New York was because of that thing. Why mess with it?"

Tony looks down, knowing that if someone like Spider-man noticed this he should be ashamed. He knew it was going to be dangerous, but he thought this would help the world.

Sometimes, somethings are best left untouched.

"Exactly man of spiders. I'm disappointed in some of my comrades." Thor looked at Bruce and Tony. Mostly Tony though. Bruce ducked his head, knowing he should have thought more about this program before jumping into it with Tony. "But, we can't be at odds right now my friends. We need to be harmonious, otherwise we fail. We can't let something we did hurt anyone."

"Wise words Thor, but it's not something you did. Was it not Tony's idea?" Peter was confused by Thor claiming it was something _we_ did.

"Young one, even if one of your comrades does something, it is upon all of us as a team." With that line everyone turned to Thor, some eyes were glassy and smiles could be seen on everyone's face.

"Thor's right. We're all in this together and we would be honored to have you join us. We're all targeted, so we all have to stick together." Steve followed Thor's talk with a just as sentimental little speech. He stuck his hand out for Spider-man to shake. Peter didn't hesitate in shaking Steve's hand.

"I'm the one who would be honored to fight alongside heroes like you guys." Peter laughed a bit. He was a little unnerved, in a good way, that someone like Steve would call him a hero.

"Do you not think of yourself as a hero? The way you said that, it doesn't sound like you know how valuable you are." Clint commented from the sidelines, having been silent up from that point.

"I'm just a guy, doing what he thinks is right. Compared to you guys I'm not even on the radar of being a hero, but that doesn't matter to me. As long as I can help someone, anyone really from something horrible then I've done my duty. It's not about hero status. I just want to help those who deserve it and it's the people that deserve it." Peter's determination has never wavered since the beginning and it has only increased, especially since he let Gwen die. Ever since then he has put in two-hundred percent.

"You're certainly a more worthy person to be called a hero." Natasha couldn't believe Spider-Man didn't think of himself as a hero. His speech just proved he deserves to be called one more than ever.

Peter just ducked his head, not use to such praise from monumental people. Bruce smiled at Spider-Man's antics of being embarrassed of such praise.

"Most certainly." Bruce smiled at Spider-Man, knowing they were in the presence of a respectable hero.

"I may not agree, but thank you," Peter said. He felt guilty, but also humbled by their comments.

"I think we all agree." Tony smiled while he gestured to those around him, all nodding. "I'm sorry I put all this on you guys. It wasn't my intention for this to happen and I just wanted to help." Tony knew he messed up and deserves the blame for this. He couldn't bear it if someone got hurt because of his actions.

"Man of Iron, although I'm disappointed we can talk later about this. We need to focus now and find this thing." Thor declared and they all agreed. The question was where do they start?

* * *

Spider-Man made his way from the gym after training to scope out the labs. He heard that Tony and Bruce were trying to track Ultron. This was their only option really. Everyone else had to train and build up their strength for what was to come, which they didn't even know what could happen, while Tony and Bruce tried to track down Ultron. Peter thought maybe he could be of some help with the tracking, after all he wasn't employed by Tony for no reason. Although, none of them knew this because he was Spider-Man to them. It was hard for him to refrain from joking with Tony and he almost brought up stuff that happened between them. That would've been awkward.

Peter turned the next corner and finally heard frustrated voices belonging to Bruce and Tony. He poked his head in the doorway and saw Tony run a hand through his hair, something he did as well, and saw Bruce take off his glasses and rub his nose.

"Need some help?" Peter entered and immediately made his way over to the two who were working near each other.

"I don't think you're up to our caliber, but thanks." Tony, always the one to revert back to teasing someone.

"I have a trick or two up my sleeve." Peter fake rolled up sleeves.

"Any help is appreciated." Bruce shot Tony a look and he just shrugged it off.

"I like to do some hackin- I mean I like to work with computers in my free time." Spider-Man awkwardly coughed to cover up the hacking part.

"Hacking? I like it." Tony grinned at Spidey, waving him towards a computer.

"Yeah-" Peter let out a laugh and was about to run his hand through his hair, but caught himself since he was in his suit. "You might want to work on your security, just so you know."

"Are you saying what I think you're saying?" Tony narrowed his eyes, but there was no real malice behind them.

"Maybe." Peter smirked, but knew they couldn't see it.

"I know you're smirking you son of a bitch."

* * *

 **I like adding light-hearted moments in that help brighten the mood. I hope you guys like it!**

 **I'll be working on my novel (which I've started because of my creative writing class) as well as updating this over the summer so look forward to more updates.**

 **-ShadowintheKnight**


	6. Chapter 6 (Actual chapter now!)

**I'm so excited to get back into this story and I feel so bad for not having updated in a year. Life got in the way and that's all I'm gonna say. I plan to make more time to do fun stuff which includes reading and writing fanfic. I forgot how much I missed it honestly and I'm just hoping I can pick up where I left off and do the rest of this story justice. I also really need to watch AoU again soon cause it's been a bit and while I'm taking a different approach with Spider-man I need to keep to the plot somewhat for my story. I've got spring break coming up so it'll be the first movie I watch.**

 **Well here it is and I hope y'all enjoy it. :)**

* * *

"All our work is gone." Bruce sighed as he took off his glasses and wiped them on his shirt.

"It looks like he used the internet as an escape hack. This guy-"

Thor cut Spider-man off before as he barged through the door with the rest behind him, "Machine, this thing is not a guy. And it wouldn't even be a problem if you left things you don't understand alone." He grabbed Tony by the neck and lifted him a few inches in the air.

Peter took a defensive step towards the two, but relaxed as Cap. told Thor to let him down. It pained him to see the group at such odds, especially when thinking back to the alien invasion and how well the all worked together.

"Ultron probably knows us better than we know each other. He's been in everything." Natasha commented, trying to bring the discussion back.

"Should we be worrying about nuclear codes? This dude- thing has been in everything and can access anything like nobodies business. What if he just decides to release every nuke on the planet?" Rhodey asks, holding his shoulder that was still sore from their earlier encounter.

"Nukes? He seemed more focused on killing us-"

"He wants to extinct us Tasha." Steve's face was somber.

"Well apparently he's already killed, but no one else was in the building," Clint said.

"Not true." Spider-man hits a button and lines of orange that are disconnected appear in a ball in the middle of the room. The ball glitches here and there.

"Holy shit…" Clint's mouth dropped a little.

"Jarvis would've been the first line of defense. It makes sense." Cap. crossed his arms over his chest.

"Dammit!" Everyone flinched at Tony's outburst. "I should've made him better. He could've-"

"Mr. Stark, Jarvis was a genius, you're a genius. I looked into how you created him and he told me how you-"

"He told you? What? when? This is the- oh wait… You'll have to show me where my flaw was later." Tony unclenched his fist and ran a hand through his hair.

"Heh yeah. But he was amazing and you shouldn't be blaming yourself- okay well maybe for the whole Ultron thing buuuut not about this. As Thor said earlier, which we all need to remember, we have to work as a team. I may be new to working with a team, but I saw how you guys worked together when the Chitauri attacked. You all were brilliant and that was just when you got together and now you've been together for a bit so let's do this like we have been."

"Son, I couldn't have said it better myself." Steve walked over and placed a hand on Spider-man's shoulder.

"Ultron's a loose cannon. Killing Jarvis wasn't strategy, it was just pure rage." Bruce's voice shook as he probed the 'remains' of Jarvis.

"He's your program, why is it trying to kill us?" Rhodey sounds weary.

"If you just left it alone-"

"It's funny that you guys can't see why we need this. A global peacekeeping program where we wouldn't have to risk our lives. It would've replaced us and-"

"So now you're running from a fight?" Spider-man asks.

"Excuse me?" Tony whirls on him, not expecting backlash from Spider-man.

"I mean, that's what it sounds like. You're trying to create a program, a machine that's supposed to protect humanity, but you're missing an important part of what is needed to protect someone: human compassion, empathy. Our ability to-"

"The Scepter has incredible intelligence matrices that almost mimic neurons of the brain. The program-" Tony tries to defend himself.

"It's a scepter though, not a being. Not something capable of making ethical decisions. People look up to you guys and feel safe knowing that there are people out there that they can trust. Technology isn't as reliable, it can malfunction just as it seems to be now. How are we not sure that this program couldn't be hacked? The people need us." Spider-man said.

"And if you die?" Tony asks, emotionless.

"If dying's asked of me, then whoever I save along the way has been worth it." The conviction in Spider-man's voice jarred Tony out of his void state and made everyone else wonder how they hadn't teamed up with this remarkable hero yet.

"I…" Tony sighs. "You're right. Guys look-"

"Man of Iron, Man of Spiders has said some strong words and so I will apologize. We need to work together and I should not have grabbed you by the neck, but you just frustrate me sometimes."

"Let's be real guys, he frustrates everyone." Clint butts in from the corner.

"Funny Legolas. I'd be careful if I were you, I'll have Jarvis…" Tony lost his snark as he remember his fallen friend.

"We'll bring him back Tony. We'll take Ultron down and bring Jarvis back." Steve looked at Spider-man as he said the next word, "together."

Peter dipped his head in recognition. They may be shaky, but he knows they can do this.

* * *

 **Okay so not my best chapter. I feel like I almost forget how to write fanfic which probably sounds weird, but it's just been so long. This one follows a bit of the movie quite a bit and I wanted to wait to post it, but I promised y'all and I wasn't going to leave ya waiting. I'll probably try and post next weekend because I'll be home for spring break and I can watch the movie again. I think a reason I struggled to write this is because I forget the sequence of the movie and what happens where haha but I tried. I'll probably watch the movie and decide if I need to rework this chapter~**

 **But I hope you guys enjoyed it and sorry I know it's short.**

 **~ShadowintheKnight**


	7. Chapter 7

**I wrote this as I watched AoU again so I could get myself back on track with the movie. I'm mainly focusing on the parts of the avengers so you can just assume the parts with the Maximoff's that he avengers aren't in happen. The parts where they do interact I'll be writing so it's all good.**

 **I hope y'all enjoy**

 **~ShadowintheKnight**

* * *

As Maria Hill and Steve walked into the Living room where the rest of the team was, she updated him on what has gone on since Ultron has been out and about.

"Reports of metal men coming in and taking equipment and miscellaneous items having been coming in all over." Maria sighed as she looked at the report on her stark-pad. "There are also ben sightings of a blur to fast to actually be seen and people have been experiencing their worst memories."

"Worst memories? One of the enhanced then and the blur the other. Their just kids." Steve sighed as they met with everyone else.

"Kids are doing everything these days, Just look at spidey over there." Tony pointed to Spider-man who's hanging upside-down from a strand that was stuck to the ceiling.

"This is the third kid joke in ten minutes Tony; you don't even know me." Spider-man rolled his eyes, not that anyone saw.

"We could all know you if you let us." Tony tried.

"Mask for a reason."

"Guys there's something else." Steve showed everyone the the picture of Strucker's body.

Bruce sighed, "Everything we've got on him has been wiped.

"Well, not everything." Tony had a gleam in his eyes.

All of them started looking through old reports that they had stashed away after everything went "Tony Stark" digital.

"Wait, I know that guy." Tony points to a guy littered with tattoos.

"Old college roommate?" Spidey jokes.

"Funny kid, but no. I met him at an Arms Dealer Convention. Woah woah, don't look at me like that. I never actually sold him anything." Tony defended himself.

"Where's this guy based? Do we know?" Steve wanted to find this guy as soon as possible.

"He's been all over-"

"What about the brand there?" Thor interrupts Tony.

"Hold on." Typing can be heard as Bruce tries to figure out the brand. "Thief."

"What?" Clint asks.

"It means thief and the origin is from Wa- Wak- Wakanda." Bruce stumbled over the word a bit.

"Shit!" Tony cursed.

"I thought your father got the last of it?" Steve asked, looking panicked.

"I- I'm not following you two. What comes out of Wakanda? Spider-man scratched his head through his suit.

"Vibranium." Tony and Steve said at the same time while looking towards Steve's shield, the iconic red, white, and blue.

* * *

After they tracked down Klaue all of them went their separate ways to gear up and make sure that their weapons of choice were in check. Spider-man clicked and doubled checked the amount of webbing he had in his shooters and concluded there was enough for the potential battle to come. Clint stocked his arrows. Nat made sure all her weapons were in check, both seen and unseen ones. Cap had his shield at the ready. Tony's latest suit deployed and armoured and last but not least, Bruce cleaned his glasses.

The ride was mostly silent and tense, all preparing for anything to come. Clint lightly landed in an open field that was a good distance away from their target.

"Oh come on, I'm not staying here with Banner. I came with you guys for the reason and that wasn't to babysit Bruce- no offense." Spider-man looked sheepishly at Banner who jest held up his hands, not offended at all.

"Look, even though you have abilities, which we're not denying, I still know you're young and that makes me nervous and we haven't worked with you-." Tony didn't make eye contact with Spider-man throughout, but was cut-off by Cap.

"Tony, he's coming with us. We need everyone except the big guy unless things go south." Steve gave Tony his authoritative look and he didn't argue from there. "We always have each others backs and this time there will just be one more back we have to protect. I trust you, son." Steve nodded towards Peter.

"I won't let you guys down, no matter how much Tony thinks I will."

"That's not-" Again Tony got cut-off by Cap.

"Okay team let's move out."

They all enter the ship together and take in their surroundings as they listened for any noise. It was eerily quiet which is never a good sign. As they made their way deeper into enemy territory they could hear people talking and decide to follow the noise. When they got closer, a few could make-out the word 'cuttlefish' which was a little confusing, but they kept moving forward.

They finally got visual and saw from their vantage point Ultron talking with Klaue, tattoos ever-present. Cap made motions to both Clint and Natasha and they nodded and left the group to strategically place themselves. Steve turned towards Spider-man, but was a little unsure about where to direct him. Peter took initiative and pointed up towards the ceiling to indicate a high vantage point. Steve nodded and knew that Spider-man was playing to his strengths and what he knew best.

* * *

"I'm not one of Stark's hollow men, he's a sickness!" Ultron bellowed at Klaue as he pushed him down a set of nearby staircase.

"Aww, Junior you're gonna break your old man's heart." Tony said with fake hurt in his voice as he landed on the other side of the platform.

"If it's necessary, I will." Ultron replied, unfazed.

"We don't have to break anything." Thor tried to reason.

"Clearly you've never made an omelet." Ultron shot back.

"He beat me by one second." Tony said as he looked at Thor and Cap.

"Ayy, this is funny Mr. Stark. This is what, comfortable? Feel like old times?" Quicksilver butted in.

"This was never my life." Tony sounded lost for a second.

"You two have the chance to walk away from this still. Please reconsider.

"Oh we will." Scarlet Witch sounded confident.

"I wouldn't count on it." Spider-man quipped from the ceiling, firing a web right in her face which was the catalyst for the fighting.

* * *

 **I can't wait to write the next chapter because there is a part I'm excited to write (which I'm not going to give away, but you'll just have to wait and see!) I hope y'all enjoyed it.**

 **~ShadowintheKnight**


	8. Author's Apology

**Y'all, this is pretty** **shambly,** **but I wanted to show you how serious I am that I'm back so I wanted to post tonight. I hope** **y'all** **enjoy and sorry it's so bad. I need to get back into the grove of writing fanfic.**

 **~Shadow**

"And to think I was going to tell you all my evil plan…" Ultron sighed as he activated a device on his wrist that attracted Tony's arc reactor. With a flick of his wrist he slammed Tony into the back wall. As Tony is swept off his feet, two smaller robots appear and occupy Cap. and Thor.

"If you believe in peace, then let," grunt, "us keep it." Thor whacked the robot continuously withstood the the blows he delivered.

Ultron dodged to the side as Tony regained his balance and charged. Ultron briefly spared Thor a glance, "I think you're confusing 'peace' with 'quiet.'" He quickly tracks down Tony and they immediately charge at one another and fly off, smashing each other into windows and walls.

As Thor and Cap. are engaged with the smaller robots, Peter watched Quicksilver map out a plan and calculates when the speedster will reach Thor. With perfect timing and aim- thank god for math- Peter swooped down and grabbed Quicksilver's arm to spin him around.

"No!" Wanda shoted and Peter felt something slam into him as soon as he landed on a perch. He caught sight of a red wisp like thread before he crashed into the closest wall and loses consciousness from hitting his head on a fire extinguisher.

Before Wanda can reach Spider-man, Cap. charges at her, but is immediately thrown back by her red cosmic powers.

Peter groaned, binging his hand to his head. He could feel blood on his face under the mask.

"Just one more and then we can go." Wanda's voice echoes across the relatively silent base. Peter can hear the others footsteps, but doesn't understand why they aren't fighting.

Wearily, he watches the red magic from the girl approach his head. He tries to stand to fight it off, but blood runs into one of his eyes disorienting him.

"We must go now." Quicksilver rushes to his sister's side.

"Was that supposed to do something?" Peter clutches the wall and just wished he could lift up his mask to wipe away the blood, but secret identity and all.

"Why did it not…oh... you must already be in your worst nightmare. For that, I'm sorry." Wanda cast a pitying look at Peter before she turned to join her brother.

"Word of warning, you should leave the Avengers when you can. They only cause destruction." Quicksilver advised.

"Who told you that? Ultron? Cause he's wrong." Peter's voice never wavered, he knew what the Avengers were capable of. When their hearts are true, they can do anything.

With the twins fading out of sight and dizziness from blood loss coming on strong, Peter tried to find someone. They had to be here somewhere? He felt his spider sense tingle and looked to his left.

"Cap? Are you with me?" Peter waved his hand in front of Cap's face.

"It was that chick." Clint dropped down next to him. "She warped their minds somehow."

"How do we get them back? Are all the others like this?" Peter started searching for the others and found Thor not too far away, staring blankly into space.

"Cognitive recalibration, I learned that the hard way. I already got Natasha back, you take Cap. and I'll get Thor." Clint motioned to Cap. as he walked towards Thor.

"I am not hitting Captain America in the head." Peter could not fathom hitting one of his idol upside the head.

"Just do it. He'll understand. Come on, Tony is already at the quinjet. He faced Ultron most of the time and didn't get affected." Clint wasted no time and decked Thor right in the face. The result was that Thor seemed to wake up from a sleep.

"Heimdall? Where?" Thor brought his right hand to his face and rubbed his forehead.

"The girl messed with your brain, Thor. Come on, we can talk about this at Avengers Tower." Clint jerked his thumb in the direction of the waiting quinjet.

Peter knew he couldn't waste anymore time. He reeled his fist and punched Captain America in the face. Yeah, he was going to hell for that.

"What? Peggy?"

"Uh… no Spidey. I'm sorry for punching you in the face. You were trapped in your worst nightmare and…"

"Son, it's okay. Thank you. Are the others safe?"

"Yeah, you're the last one to be brought back. Clint ushered everyone else into that plane thing."

"The quinjet?"

"Yeah, that. I couldn't remember what is as called. We should head out."

Cap. picked his shield off the ground and frowned when he saw Spider-man clutch his head.

"You okay, son?" He grabbed Spider-man's shoulder to steady him.

"I'm pretty sure I hit my head on a fire extinguisher or something cause somewhere on my head I'm bleeding." Peter knew it would heal just fine, but in the moment the blood seemed to never stop flowing.

"Bruce can patch-"

"I can't take off my mask. There are people I need to protect." Peter was ushered into the quinjet and Bruce could immediately tell something was wrong with Spider-man. He saw Cap. mouth 'head wound,' and silently cursed because he knew Spider-man wasn't at a stage where he trusted them enough to take it off.

The ride back to the Avengers Tower was mostly silent. Peter was just trying to keep pressure on where he guessed all the blood was coming from while taking stock of the other's injuries. Tony seemed to be cut up on his face a bit and it made Peter wonder if he as okay under the rest of the suit. Everyone else seemed relatively fine, but Natasha still seemed haunted by whatever the witch made her experience.

"So Spidey, how come you didn't fall under the witches' spell?" Clint asked while he inspected his arrow head.

He glanced around and saw that everyone was interested in him now, great. How do you bluntly say that you're already living your worst nightmare so you don't need a vision to see it?

 **Thank you for still reading this and I may decide to rewrite this chapter because it's just yeah haha**

 **But, I just wanted to come through in my promise.**

 **~Shadow**


	9. Honestly Back

Well, I just read the apology I posted as the last chapter and it made me feel really guilty. All I can say is that life just kept throwing things at me and with things just doing up I didn't write. I lost my passion for two of my favorite things- reading and writing. But, both have resurfaced and I forgot how much I love both :) I never want to loss them again and I don't plan to.

I'm currently writing the next chapter for this so be on the look out. I'll be posting it in the chapter 8 slot because I won't need the letter I wrote there anymore. I'll retitle that section like I did with chapter 8 so y'all will know. I'm going to post either later today or in the next few days.

I hope people are still interested, but if not I'm still going to post because I'm in the writing mood :)

~Shadow


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